15,000,000 Units1 Apeiron Capital Investment Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • August 27th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
Apeiron Capital Investment Corp.Letter Agreement • August 27th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and B. Riley Securities, Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • August 27th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”； together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 27th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENTWarrant Agreement • August 27th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 27th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Apeiron Capital Investment Corp., a Delaware corporation (the “Company”) and Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT AGREEMENTInvestment Agreement • August 27th, 2021 • Apeiron Capital Investment Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of August __, 2021, is by and among (i) Apeiron Capital Investment Corp., a Delaware corporation (the “SPAC”), (ii) Apeiron Capital Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) _____________ (“Investor”). This Agreement may be executed by an investment manager on behalf of managed funds and/or accounts and for the elimination of doubt such fund or account shall, severally and not jointly, be the Investor hereunder.
